MERKEZI KAYIT KURULUSU

Transcription

1 MERKEZI KAYIT KURULUSU FEE SCHEDULE GUIDELINES Page 1 / 21

2 CONTENTS I. GENERAL PRINCIPLES... 3 II. MEMBERSHIP ENTRANCE... 5 III. INVESTOR ACCOUNT OPENING AND ACCOUNT MAINTENANCE SERVICES... 6 IV. DEMATERIALIZED CAPITAL MARKET INSTRUMENTS ISSUANCE SERVICES... 6 V. SAFEKEEPING SERVICES... 7 VI. ISSUER SERVICES... 8 VII. HAK CORPORATE ACTIONS SERVICES... 9 A. Subscription to Capital Increases through Rights Issues and Bonus Issues... 9 B. Electronic General Meeting System (e-gem) Services C. PSDI Coupon Stripping VIII. CASH DISTRIBUTION SERVICES A. PSDI, ABS, ACS, SUKUK Principle and Coupon Redemption, Warrant Agreement in Cash B. Dividends and Other Cash Payments Related To Stocks IX. DEMATERIALIZED SECURITIES TRANSFER SERVICES A. Trading Transactions B. Other X. OTHER ADMINISTRATIVE AND LEGAL SERVICES A. Restrictions on Trading XI. OTHER SERVICES A. Specialized Reporting Services B. Communication Services C. Issuer Promotion Services D. Notification of Investors Through MKK XII. PUBLIC DISCLOSURE PLATFORM (PDP) SERVICE FEE XIII. RELATED TO ONLINE TRAININGS BY MKK Page 2 / 21

3 I. GENERAL PRINCIPLES Principles on service fees related to through Merkezi Kayıt Kuruluşu and in the Central Dematerialized System (CDS) with regard to the Article No. 28 of the Regulation Concerning Incorporation, Operation and Supervision of Merkezi Kayıt Kuruluşu are specified in this document. 1. Fees are charged monthly on a member basis and collected until the 15th day of the following month. Membership entrance fees are charged during membership applications and collected in the following 5 days. Safekeeping fees are assessed on daily account balances and charged monthly. 2. Fees do not include the banking and insurance tax (BITT). 3. Limits are regarded excluding BITT. 4. Membership entrance fees, issuance, safekeeping, issuer services, corporate actions services, cash payment services fees and upper/lower limits are applied at a 1/10 rate for companies whose stocks are traded on the Borsa Istanbul Emerging Companies Market (ECM) and on other markets or trading platforms determined by the Borsa Istanbul in accordance with the principles set at the Capital Markets Board (CMB) meeting no. 17/519 on 3 July Stocks should have the additional identifier A to be considered free float shares. Stocks that are restricted from trading are subject to a fee as those that are free float shares. 6. Closed intermediary institutions whose are conducted by the Istanbul Settlement and Custody Bank Inc. (Takasbank) are exempt from fees. 7. Stocks of companies that are permanently banned from trading on the Borsa Istanbul are regarded as nonfloating shares. 8. In case a joint undertaking letter is signed between members the delegating member is charged a fee. 9. MKK board of directors can grant discounts or rebates on fees for investors and members that subscribe to the Corporate Management Portal of MKK. 10. Foreign capital market instruments are subject to the same fee assessments with the local instruments. MKK board of directors can decide to make changes on the fee schedule in respect of depository fees that MKK pays for accounts opened with foreign depository institutions in order to allow the monitoring of foreign securities on MKK. Page 3 / 21

4 11. Any fees, penalties etc. that are charged from MKK due to errors or omissions of a MKK member concerning in foreign securities that are monitored on MKK through securities accounts opened with foreign depository institutions are collected from the member. 12. The announcements made by the Ministry of Finance concerning the e-attachment Project will not be charged. 13. Fee schedule is reassessed every January annually by MKK with regard to developments affecting the capital markets. 14. The valuation methods in Appendix 1 are used in determining market values. 15. In case fee refunds for any reasons cannot be transferred in the fee assessment month, refunds will be paid excluding BITT. Page 4 / 21

5 II. MEMBERSHIP ENTRANCE References Member type Fee basis Fee/Rate 1 Investment Institutions 2 Issuers of Stocks Paid-in / Issued Capital 2 Issuers of Capital Market Instruments Excluding Stocks and Mutual Funds 3 Portfolio Management Companies (TRY/0%) 50, ,000 10, The fee is collected during applications for a MKK membership. 2. Entrance fees for issuers of stocks cannot be less than the lower limit of TRY 2,000 and more than the upper limit of TRY 50, Member types with the same reference numbers are charged entrance fees only once. 4. The Central Bank of Turkey is exempt from a membership entrance fee. 5. Investment Institutions can be exempt from entrance fees according to the conditions set in Article 63 of Communique Serial III No:39.1 on Principles Regarding Incorporation and Operations of Investment Institutions.. 6. Foreign members are subject to the same terms. 7. Foreign Mutual Fund Representatives pay membership fees for every founder they represent. 5 Foreign Mutual Fund Representatives 1 Derivatives Brokerage Firms 10,000 20,000 1 Custodians 20,000 1 Participation Banks 50,000 4 Settlement and Custody Institutions 100,000 Page 5 / 21

6 III. INVESTOR ACCOUNT OPENING AND ACCOUNT MAINTENANCE SERVICES Transaction Fee basis interval Amount (TRY) Account Opening Account Opening and Investor ID and Password Mailing Account Maintenance Custody balances with market values of TRY 1000 and more 7.5 Daily An account opening fee of TRY 1.25 is collected for every account opened by members. 2. A fee of TRY 7.5 is collected for mailing of investor IDs. Charging of fees is not conditional on receipt of investor IDs and related passwords by investors. 3. The same fee is charged in case of a request for an investor ID and a password by an investor after the mailing of these by MKK. 4. In mailing of investor IDs and passwords as printed material to abroad the fee calculated by adding half of the domestic mailing fee to the PTT mailing fee is collected from members. 5. Accounts with balances of market values of TRY 1000 and more are charged account maintenance fees of daily. 6. Account opening fee is not charged from accounts that are opened and cancelled on the same day. IV. DEMATERIALIZED CAPITAL MARKET INSTRUMENTS ISSUANCE SERVICES Capital Market Instrument Member Type Fee Basis All Issuers Nominal value or share created in demat form / mutual fund shares / Number of warrants Rate (00%) Upper Limit (TRY) 1 1, For a member-on the basis of each class of capital market instrument- the total annual fee for issuance cannot exceed TRY 50, No issuance fee is collected from issues due to mergers, takeovers and splits 3. No issuance fee is collected for GDSs and lease certificates (sukuks) issued by the Turkish Treasury. 4. Bonus issues and rights issues are exempt from issuance fees except for private placements. An upper limit of TRY 12,500 is applied in private placements. 5. Increases in the number of mutual fund shares are subject to a fee.. 6. International transfers of foreign capital market instruments are not charged an issuance fee. Page 6 / 21

7 V. SAFEKEEPING SERVICES Capital Market Instrument ETFs and Warrants Free Float Shares Non-floating Shares Fee basis Annual rate (00%) Market value 0.65 Market value 0.65 Nominal value or market value (lesser of the two) Member pool accounts in the CDS that are used for issuance and public offerings, physical unknown shareholder accounts, the CBT omnibus account, and Takasbank accounts opened for the settlement of onexchange are exempt from safekeeping fees. 2. Securities of companies that are adjudged to be bankrupt or liquidated are exempt from safekeeping fees. 3. Remaining end of day GDS and lease certificates (sukuks) issued by the Turkish Treasury account balances in DBDEPO and portfolio accounts of members are exempt from a custody fee. A Type Mutual Fund Shares Other Mutual Funds shares * value per share shares * value per share PSDIs, ABSs, ACSs, Sukuk and GDSs Principals PSDIs, ABSs, ACSs, Sukuk and GDSs Coupons Nominal value 0.5 Nominal value 0.05 Page 7 / 21

8 VI. ISSUER SERVICES Transaction Fee Basis Rate (00%) General Meeting Announcement Rights Issues (including Bonus Issues) Amount of capital increased Amount/Lower Limit/Upper Limit (TRY) Lower limit 625 Upper limit 31,250 Capital Decrease Dividends and other cash payments related to stocks, redemption of principle and coupon, warrant cash settlement Consolidation/ assignment/split Amount distributed 0.5 Lower limit 625 Nominal values of securities subject to restructuring due to the transaction/numb er of mutual fund shares Upper limit 31, Lower limit 625 Upper limit 31, Fees for the specified services are collected from issuers with respect to lower and upper limit basis. A single fee is charged in case the same transaction is made for different ISINs. Rights exercise and bonus issues are considered as different. 2. In assessing fees for issuers operating in the authorized capital system, the amount of capital increased is determined after the end of the capital increase. 3. Consolidations, assignments, and splits regarding mutual funds are not charged any additional fees in case the issuer follows a different method in these. 4. Transactions in GDSs and lease certificates (sukuks) issued by the Turkish Treasury are exempt from issuer service fees. 5. Regardless of whether are executed on the same day every transaction is charged a fee separately. 6. Capital decrease fee is charged on stock cancellations made for the exercise of the right of squeeze out and for exiting the dematerialized system. In case of bankruptcy no fee is charged for exiting the dematerialized system. 7. In takeovers, fee is collected from the acquiring party. Page 8 / 21

9 VII. HAK CORPORATE ACTIONS SERVICES A. Subscription to Capital Increases through Rights Issues and Bonus Issues Transaction Fee Basis Rate (00%) Capital increase Free float shares Non floating shares Market value of shares received in capital increase Nominal value of shares received in capital increase Consolidation, assignment, and split are subject to fees on the same terms as capital increases. Capital decrease Free float shares Market value of shares received in capital decrease 2.5 Non floating shares Nominal value of shares received in capital decrease 1 Page 9 / 21

10 B. Electronic General Meeting System (e-gem) Services (Market Value of the Company as of the date of General /Total market value of companies subject to e-) Company rank considering the ratio Amount (TRY) Between ,000 Between ,000 Between , and over 3, Companies that are traded on BIST Stars, BIST Main, Collective and Structured Products and Watchlist markets are charged e-gem Utilization Fee according to the Market Value of the Company as of the date of General Meeting/Total market value of companies subject to e-gem ratios in the table. 2. According to the paragraph above, preferred shares owners meeting conducted on the same day with ordinary or extraordinary general meeting, is not included in the fees calculation. However, if these meetings are not held on the same day, they are included in the fees calculation. 3. MKK members who would like to conduct electronic general meetings on demand, will be charged with the lowest tranch of e-gem Utilization Fee as it is provided in the fee schedule. 4. Companies that are not members of MKK are charged TRY 6,500 + Tax e- GEM Utilization Fee in For companies which their shares are traded in Emerging Companies Market or in markets and platforms determined by the Exchange in accordance with Articles 16/2, 33/4 and Provisional Article 8/3, e-gem Utilization Fee is charhed with 1/10 ratio. 6. VAT is not included. C. PSDI Coupon Stripping Member Type Fee basis Amount (TRY) 1. Charged per transaction declared. Requesting member 5 Page 10 / 21

11 VIII. CASH DISTRIBUTION SERVICES A. PSDI, ABS, ACS, SUKUK Principle and Coupon Redemption, Warrant Agreement in Cash Member Type Fee basis Rate (00%) Receiving member (Cash) Amount Paid 1 1. GDS and lease certificates (sukuks) issued by the Turkish Treasury principle and coupon redemption payments are exempt from fees. 2. Payments made directly to right owners by issuers are not considered. 3. In payments in foreign currencies costs related to correspondent banks are charged from the member. 4. In payments in foreign currencies fee basis is calculated by converting the amount paid to TRY by using the CBT foreign currency buying prices. B. Dividends and Other Cash Payments Related To Stocks Member Type Fee basis Rate (00%) Receiving member (Cash) Amount Paid Free float shares 2.5 Non floating shares Payments made directly to right owners by issuers are not considered. 2. In payments in foreign currencies costs related to correspondent banks are charged from the member. 3. In payments in foreign currencies fee basis is calculated by converting the amount paid to TRY by using the CBT foreign currency buying prices. Page 11 / 21

12 IX. DEMATERIALIZED SECURITIES TRANSFER SERVICES A. Trading Transactions Transaction Records of onexchange trading in stocks, warrants, PSDIs, ABSs, ACSs,ETFs and Sukuks Trading in mutual funds shares Trading in Within Member Fee Basis records Transaction amount Amount (TRY) / Rate (00%) TRY (1 Hundred Thousandth) TRY Lower Limit 1 Kurus 1. Fees are charged per credit and debit records regarding on-exchange trading and corrections created on the CDS on account and securities basis. For PSDIs movement records of obligation settlements and receivable distributions will be the basis. For receivables distribution records the receiving member is charged a fee. 2. Trading that use CDS s mutual fund share and GDS trading functions are charged fees. 3. A 50% discount is applied for mutual fund trades in No additional fee is charged from mutual fund trades executed on Turkey Electronic Fund Distribution Platform (TEFAS). 5. Expiration date operations in Turkish Derivatives Exchange and Repo in stocks are subject to the same principles as in trading of stocks on the Borsa Istanbul and fees are based on each recorded debt and credit. GDSs Page 12 / 21

13 B. Other Transaction Fee Basis Amount (TRY) Conversion from non floating share to free float share status Pledge/Collateral Transaction Usufruct Transaction Lien Transaction Depot assignment through CBT s Electronic Securities Transfer System (ESTS) Securities transfers between members Securities transfers between members own accounts Pre-matching instruction for securities transfers between members Securities transfer between members after pre-matching Delivery/receipt of foreign capital market instruments Instruction Pledge/collateral closure and netting debt with collateral are free of charge. 2. Usufruct termination are exempt from fees. 3. Lien termination are exempt from fees. 4. Cancellations of are charged the same fee. 5. Investment institution and mutual fund consolidation (merger) are charged as securities transfers between members. 6. Except for those included in the fee schedule and those executed due to redemptions, movements that create outgoing securities movements are subject to the relevant securities transfer fee. However, securities movements into/out of pool accounts that are used for the settlement of on-exchange trades are exempt from fees. 7. Electronic Securities Transfer System (ESTS) depot transfers of members from their DBDEPO or portfolio accounts to their own accounts at CBoT or Takasbank are free of charge. 8. The fee concerning pre-matching instructions are collected from delivering and receiving parties per instructions sent. Fees for securities transfers are collected from the delivering party only. 9. Securities transfers (pre-matching) between members can also be performed through SWIFT and are not charged separately. 10. Securities transfer in accordance with the Communiqué on Investor Services and Related Services numbered III-37.1, will be charged TRY 0.1 on member request. As of the date of transfer, if total market value of the securities is less than TRY 1, on a client basis, no fees will be charged for securities transfers. 11. Manual securities transfers made by MKK on behalf of members that are temporary/permanently closed of their own accords are charged twice the regular transfer fee. Page 13 / 21

14 Transaction Fee Basis Rate Transfer of free float shares between members and within members by selecting Transfer and Lending/Borrowing Market value (00%) Amount/TRY Lower Limit/Upper Limit 0.3 Lower Limit 5 Upper Limit Tariffs related to transfers between members and within members by selecting Transfer and Lending/Borrowing are applied in the same manner to transfers of free float shares between members after pre-matching. a) Fees applicable to other securities transfers are applied for with up to TRY 1,000 market value and own account transfers of an account holder. b) In case of false disclosure by members the fee charged is doubled (6 hundred thousandths) without considering an upper limit. In addition to that, an interest for delay over the difference between the fee charged and the new assessed fee is levied using the Central Bank of Turkey s interests for credit operations. Upper limit for this fee is TRY 1,000 + BITT. c) In case the reason for transfer was disclosed falsely by mistake, and this is reported in writing in the fee assessment month, the assessed amount can be changed. d) For partial transfers with Transfer and Lending/Borrowing reasons, a one-off fee is calculated over the total amount of transfer instruction and charged from the first part. For the following parts of the transfer instruction the fees related to other transfer reasons are applied. Page 14 / 21

15 X. OTHER ADMINISTRATIVE AND LEGAL SERVICES A. Restrictions on Trading Transaction Member Type Fee Basis Rate (00%) Conversion of capital markets instrument to restricted or non floating share status Share holding member Market Value 5 Conversion of capital market instrument from restricted to non floating share status upon a member request Conversion requesting member Market Value 5 XI. OTHER SERVICES Fee Basis A. Specialized Reporting Services Amount (TRY) 1. CMB, Borsa Istanbul, Takasbank, TSPAKB and government institutions are exempt from fees. reports received through Mevitas 20 MT535 Statement of Holdings notifications sent through SWIFT 3 Page 15 / 21

16 B. Communication Services Member Type Fee Basis Amount (TRY) 1. Members that claim financial rights from another member through the CDS are charged a fee on a reference basis. Member claiming financial rights between members claims declared for financial rights between members 10 C. Issuer Promotion Services Member Type Fee Basis Amount (TRY) Issuer Promotions without investor subscriptions 10,000 Member Promotions with investor subscriptions 15,000 (for companies with number of shareholders of 10,000 and below) Promotions with investor subscriptions 20,000 (for companies with number of shareholders of 10,000 and above) Payment in securities 10, Fees regarding issuer promotions without investor subscriptions includes services such as determination of shareholders that meet promotion criteria and reporting of those investors on an investor or member basis. Fees regarding issuer promotions with investor subscriptions include services such as collections of investor subscriptions, determination of subscribing shareholders that meet promotion criteria and reporting of those investors on an investor or member basis. 2. In issuer promotions with investor subscriptions, number of shareholders is determined as of end of day of the day prior to begining of the subscription period. 3. Fees on promotions are charged per each promotion code received from MKK. In promotions with subscription periods longer than 6 months a new fee is charged even if the code is not changed. Page 16 / 21

17 D. Notification of Investors Through MKK Service Addressee Member/Institution/Person Fee Basis Amount (TRY) 1. Reporting service includes providing the issuer a report of investor nationality, identity, type of communication channel information and nominal tranches attached with the issued capital market instrument. Reporting Service (1) Notification Service (2) Issuers Shares Issuers classified as group A and B operations operations 1,000 9, The tariff will be applied with regard to the type of capital market instrument. Issuers of all instruments except shares are subject to similar fees, however fee of the share issuers may differ according to the group they belong to. When determining groups of share issuers, Borsa Istanbul classification of companies on the values of Shares Outstanding will be considered. Notification services includes only notifications, for sending SMS and printed materials, specified fees will be received seperately. Shares Issuers classified as group C and D, and all other securities issuers Operation 4, Printed materials will be sent via PTT (Turkish Official Post Office Agency) Courier service domestically. In case of sending printed materials abroad, sending fee will be calculated as adding half of domestic price to the fee paid to the third party. Sending printed material via Postal Service (3) Issuers Posts 10 Sending SMS Issuers Messages 0.1 Page 17 / 21

18 XII. PUBLIC DISCLOSURE PLATFORM (PDP) SERVICE FEE Reference Fee Name Payment Obligations 1-7 PDP Service Fee Discount Rates: Amount PDP members TRY VAT Listed Companies Discount Rates Group A %0 Group B %10 Group C %25 Group D %35 Off exchange %100 Companies Whose Debt Securities Are Traded Companies whose capital market instruments are traded on Debt Securities Market %0 Companies whose capital market instruments are traded on Debt Securities Market Between Qualified Investors %0 Companies Whose Warrants/Certificates Are Traded Companies whose warrants are traded %0 Investment Firms Banks 0% Brokerage Houses- Group A 10% Brokerage Houses- Group B 25% Brokerage Houses- Group C 35% Temporarily Closed Brokerage Houses 100% Mutual Funds 1. PDP members are obliged to pay PDP Service Fee for in initial membership and during the entire membership period. 2. Annual PDP Service Fee is TRY VAT for the year PDP Service Fee can be increased by Board of Directors of MKK with regard to the Revaluation Rate announced by the Ministry of Finance. Any increase over this rate can be only be possible with the the approval of the CMB. 3. The PDP Service fee should be paid for each entity by the founder of funds or ETFs. For foreign mutual funds, the fund representatives is responsible for the payment for each PDP member/ applicant foreign mutual fund. For Umbrella funds, PDP Service Fee should be paid by fund founder/fund representative for every issue/sub-fund. 4. If a fund founder becomes a PDP member for any reason, it should also pay the PDP Service Fee according to its category. 5. Invoices for PDP Service Fee made out for non-resident warrant/certificate issuers will be paid through market makers. 6. Initial year s PDP Service Fee should be paid within 5 business days following the membership notification. The membership cannot be processed without membership fee payment. 7. From those companies, of which only debt securities are traded at Borsa Istanbul, initial year s PDP Service Fee will be collected following the listing notification. 8. PDP members are obliged to pay annual PDP Service Fee within 5 business days following the MKK notification. In case of non-payment in due time, "General Principles on Assessment and Payment of MKK Dues and Service Fees", announced by Merkezi Kayit Kurulusu A.S. with the Participant Letter No. 54 in 28 November 2005, will be applicable. 9. Annual PDP Service Fees of listed companies will be accrued after announcement of ABCD lists for the first period of related year by Borsa Istanbul. 10. Brokerage houses are classified according to their shareholders equity amount which is announced in the 3rd quarter financial reports as mentioned below: -TRY and over- classified as group A, -TRY classified as group B, -Less than TRY classified as group C. The amount of shareholder s equity used for the criteria for classification comes from Capital Markets Board regulations and can be changed due to the changes in regulations. 11. Those PDP members, of which capital market instruments are traded on Borsa Istanbul, are not obliged to repay PDP Service Fee for the other capital market instruments that they issued. Equity Weighted Mutual Funds 50% Page 18 / 21

19 Other Mutual Funds 0% Pension Mutual Funds 50% Foreign Mutual Funds 0% 12. For further information please send an to: or please call the following number of MKK Investor Relations and PDP Department. ( ) Participation Funds 50% Equity Weighted ETFs 50% Other ETFs 0% Portfolio Management Companies Portfolio Management Companies (Not Fund Founders) %25 Portfolio Management Companies (Fund Founders) %50 Other PDP Members Independent Audit Companies 50% Non-trading Investment Trusts 0% Other Non-trading Companies 50% Rating Companies 50% Fund Users 50% Page 19 / 21

20 XIII. RELATED TO ONLINE TRAININGS BY MKK Fee basis Hourly Amount (TRY) 50 + VAT 1-Training fee is TRY 50 + VAT and it will be calculated per person and on hourly basis. The fee will be charged upon request from the trainee or from the MKK/PDP Member institution/fund where the trainee works. 2-Training is given through the systems that provide online services through the web and that are used by MKK. 3-Participation is only possible upon payment of the fee. 4-The charged fee can not be refunded in any terms and conditions including reasons such as nonparticipation/withdrawal. However, the trainee can participate to a training that will take place on a later date. 5-MKK General Manager has the authority to decide on issues not listed in the explanations section. Page 20 / 21

21 Appendix: 1 VALUATION RULES FOR DETERMINATION OF MARKET VALUES 1. In determining market values of stocks, exchange traded funds and warrants closing prices of the BIST second session are used. In case closing prices of the second session are not available closing prices on the last transaction date is considered. 2. In case price of a new stock is not yet formed, the latest price (on the old stock) is used. 3. No custody fee is charged from pre-emptive rights. 4. Pursuant to the initial public offering, public offering price of the stock is used until its price is formed on exchange. For stocks that are traded without a public offering, reference price of the stock determined for trading on exchange is used (until price is formed on exchange). 5. The price that is going to be used in calculating the market value taken as the base fee in corporate actions services, will be the closing price of the business day before the date on which rights are reflected on accounts. 6. Nominal values will be considered for the receipts with no price determined in the system. 7. The latest announced price is used as mutual fund share price. Except for the cases stated above, nominal values are used for calculation where no price is available. Page 21 / 21